UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 8.01. Other Events.
On November 26, 2019, Duke Energy Florida, LLC (the “Company”) consummated the issuance and sale of the securities described below pursuant to an underwriting agreement, dated November 21, 2019 (the “Mortgage Bonds Underwriting Agreement”), with BNP Paribas Securities Corp., MUFG Securities Americas Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein (the “Mortgage Bonds Underwriters”), pursuant to which the Company agreed to issue and sell to the Mortgage Bonds Underwriters $700,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 2.50% Series due 2029 (the “Mortgage Bonds”). The Mortgage Bonds were sold to the Mortgage Bonds Underwriters at a discount to their principal amount. The Mortgage Bonds were issued under the Indenture, dated as of January 1, 1944, as amended and supplemented from time to time, including by the Fifty-Sixth Supplemental Indenture, dated as of November 1, 2019 (the “Fifty-Sixth Supplemental Indenture”), each between the Company and The Bank of New York Mellon, as successor Trustee, relating to the Mortgage Bonds (collectively, the “Mortgage”).
The foregoing disclosure is qualified in its entirety by the provisions of the Mortgage, the Fifty-Sixth Supplemental Indenture, together with the form of global bond evidencing the Mortgage Bond included therein, which is filed as Exhibit 4.1 hereto, and the Mortgage Bonds Underwriting Agreement, which is filed as Exhibit 99.1 hereto. Such exhibits are incorporated herein by reference. Also, in connection with the issuance and sale of the Mortgage Bonds, the Company is filing a legal opinion regarding the validity of the Mortgage Bonds as Exhibit 5.1 to this Current Report on Form 8-K for the purpose of incorporating the opinion into the Company’s Registration Statement on Form S-3 (No. 333-233896-05).
On November 26, 2019, the Company also consummated the issuance and sale of the securities described below pursuant to an underwriting agreement, dated November 21, 2019 (the “Notes Underwriting Agreement”), with PNC Capital Markets LLC, CastleOak Securities, L.P., Great Pacific Securities, Samuel A. Ramirez & Company, Inc., C.L. King & Associates, Inc. and Drexel Hamilton, LLC, as representatives of the several underwriters named therein (the “Notes Underwriters”), pursuant to which the Company agreed to issue and sell to the Notes Underwriters $200,000,000 aggregate principal amount of the Company’s Series A Floating Rate Senior Notes due 2021 (the “Notes”). The Notes were sold to the Notes Underwriters at par. The Notes were issued under the Indenture (For Debt Securities), dated as of December 7, 2005, as supplemented from time to time, including by the Second Supplemental Indenture, dated as of November 26, 2019 (the “Second Supplemental Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor Trustee and Calculation Agent, relating to the Notes (collectively, the “Indenture”).
The foregoing disclosure is qualified in its entirety by the provisions of the Indenture, the Second Supplemental Indenture, together with the form of global note evidencing the Note included therein, which is filed as Exhibit 4.2 hereto, and the Notes Underwriting Agreement, which is filed as Exhibit 99.2 hereto. Such exhibits are incorporated herein by reference. Also, in connection with the issuance and sale of the Notes, the Company is filing a legal opinion regarding the validity of the Notes as Exhibit 5.1 to this Current Report on Form 8-K for the purpose of incorporating the opinion into the Company’s Registration Statement on Form S-3 (No. 333-233896-05).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DUKE ENERGY FLORIDA, LLC | |||
| Date: November 26, 2019 | By: | /s/ Robert T. Lucas III, Esq. | |
| Name: | Robert T. Lucas III, Esq. | ||
| Title: | Assistant Secretary | ||
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